Directors Report of Available Finance Ltd.

The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Financial Results for the period ended on
31st March, 2015.

1. FINANCIAL PERFORMANCE

(Rs in Lakh)

Particulars 2014-2015 2013-2014

Income 243.25 150.79

Profit Before Taxation 12.52 38.69

Less: Provision for Tax 4.69 11.19

Less: Income Tax Earlier Year -2.20 -00.61

Less: Provision for Deferred Income Tax -1.65 0.05

Profit for the year 11.68 28.06

Profit Available for Appropriation 11.68 28.06

Transfer to NBFC Reserve 2.34 5.61

Transfer to General Reserve

Balance Carried to Balance Sheet 251.53 242.19

EPS 0.11 0.27

2. RESULTS OF OPERATION AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

3. DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year 2014-2015 and no obligation to
transfer any amount to Investor Education and Protection Fund.

4. NON-PERFORMINGASSETS AND PROVISIONS

The company is ascertained Non Performing Assets under Non Banking
Financial (Non deposit accepting or holding) Company's Prudential Norms
(Reserve Bank) Directions, 2007, as amended from time to time, and made
adequate provisions against. The company did not recognize interest
income on such Non Performing Assets.

Pursuant to the provisions of sec 134 (3) read with companies
(Accounts) rules, 2014. The required information's & disclosures, to
the extent applicable to the company are discussed elsewhere in this
report and their relevant information's are as under:-

6.1 An extract of Annual Return in Form MGT-9 as per Annexure -1.

6.2 Policy of company for die appointment of Directors and their
remuneration as per Annexure -II.

6.3 The particulars of related party contracts as per u/s 188 are
enclosed herewith in form AOC-2 as per Annexure -III.

6.4 The ratio of the remuneration of eachidirector to the median
employee's remuneration and other details in terms of u/s 197 (12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this report and is annexed as per Annexure - IV.

There is no employee drawing remuneration of Rs. 500000/- per month or
Rs. 6000000/- per year, therefore the particulars of employees as
required U/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not applicable to the Company.

7. DETAIEpF BOARD MEETING HELD DURING THE YEAR 2014-15.

During the financial year 2014-15 the Board of Directors passed
Resolution by circulation on 01/04/2014 and Board met 9 (nine) times,
and the detail in relation to Board Meeting, Directors and Key
Managerial Personnel is given in Corporate Governance Report is
attached in the Annual Report.

Your company has a board approved Know Your Customer and Anti Money
Laundering measure policy (KYC and AML Policy) in place and adheres to
the said policy The said policy is in line with the RBI Guidelines.

Company has also adheres to the compliance requirement in terms of the
said policy including the monitoring and reporting of cash and
suspicious transactions. There are however, no cash transactions of the
value or more than Rs. 1000000/- or any suspicious transactions whether
or not made in cash noticed by the company in terms ofthe said policy.

b) Fair Practice Code

Your company has in place a fair practice Code (FPC), as per RBI
Regulations which includes guidelines from appropriate staff conduct
when dealing with the customers and on the organizations policies
vis-a-vis client protection. Your company and its employees duly
complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management
Personnel

Your company has adopted a code of conduct as required under clause 49
of the Listing Agreement for its BOD and the senior management
personnel. The code requires the directors and employees ofthe company
to act honestly, ethically and with integrity and in a professional and
respectful manner.

d) Code for Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading
practices in accordance with the model code of conduct, as prescribed
under SEBI (prohibition of insider trading) regulations, 1992, as
amended and has duly complied with the provisions of the said code.

The BOD at its meeting held on 28/01/2015 adopted as per SEBI
(Prohibition of Insider Trading) Regulations, 2015, which shall become
effective from 15-05-2015. The details of the same are posted on
web-site of the company www.availablefinance.in.

e) Related Party Transactions Policy

There were no materially significant related party transactions held
during the FY 2014-15 that may have potential conflict with the
interest of company at large. Transactions entered with related parties
as defined under the Companies Act, 2013 and Clause 49 of the listing
Agreement during the financial year were mainly in the ordinary course
of business and on an arm's length basis. The details of the same are
posted on the web-site of the company www.availablefinance.in.

f) Corporate Social Responsibility Policy

As per the provisions of section 135 of Companies Act, 2013 and rules
made there under, the company does not fall under the threshold limit to
constitute Corporate Social Responsibility Committee.

g) Whistle blower policy

Pursuant to the provisions of section 177(9) and (10) of the Companies
Act 2013 read with rule 7 of Companies (Meeting of Boards and its
powers) Rules' 2014 and clause 49 of the listing agreement, the company
and adopted a whistle blower policy which provides for a vigil
mechanism that encourages and supports its directors and employees to
report instances of unethical behavior, actual or suspected, fraud or
violation of the company' code of conduct policy. It also provides for
adequate safeguards against victimization of persons who use this
mechanism and direct access to the chairman of audit committee in
exceptional cases. Policy of the whistle blower of the Company has been
given at the website of the Company at www.availablefinance.in and
attached the same as Annexure VII to this report.

(a) In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 2013, have been followed to the
extent applicable to the company.

(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year 2014-15 and of the
profit of the company for that period.

(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

(d) The Directors have prepared the annual accounts on a going concern
basis.

(e) The Directors have laid down internal financial controls to be
followed by company and that such internal financial controls are
adequate and is operating effectively.

(f) The Director have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 4 directors. During
the Mr. Rajendra Sharma(DIN 00981139) continued to hold the office as
Whole-Time-Direcotr & CEO. Mrs. Neelam Sharma (DIN 06935934) appointed
as Non-Executive Director w.e.f. 24/07/2014.

Mr. Sudama Tiwari (DIN: 01103738) and Mr. Y. P. Shukla (DIN: 00379050),
Independent Director of the Company for a term of 5 years w.e.f. 1st
April, 2014.

All Independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
companies Act, 2013 and clause 49 of the Listing Agreement and forms
part of this report. In the opinion of the Board they fulfill the
criteria on Independency. Terms and conditions of appointment of
Independent Directors can be viewed at the company's website
www.availablefinance.in

In accordance with the provisions of Section 152 of the companies Act
2013 read with relevant provisions of Articles of Association of the
company there are none of any directors is liable to retire by
rotation.

CS Murtaza Chechatwala, a whole time Company Secretary, and Mr. Rakesh
Sahu, Chief Financial Officer of the company are designated as key
managerial personnel of the company w.e.f. 1st April, 2014 as per the
provisions of section 203 of the Companies Act, 2013.

11. EXPLANATION TO OBSERVATION OF STATUTORY & SECRETARIAL AUDIT AS PER
U/S 134f(3) (f) OF THE COMPANIES ACT. 2013.

(i) The Notes to the Accounts referred in Auditor Report are self
explanatory and do not call any further comments.

(ii) The Secretarial Audit Report does not contain any material
qualification, reservations or adverse remark except the requirement of
Clause 41 (I)(h) of the Listing Agreement.

The Board has clarified the above said matter as per explanation given
by our statutory auditor, Peer Review Board of Institute of Chartered
Accountants of India has now carrying on Second Cycle of Peer Review
and selected our statutory auditor firm now to be Peer Reviewed for II
Stage and the same is under process. The Peer Review certificate for
1st Stage is already been furnished. The Peer Review Certificate for II
Stage will be soon provided.

The Secretarial Audit Report for the year 2014-15 is provided in
ANNEXURE-V

12. MATERIAL CHANGES

There are no material changes affecting the financial position of the
company which occurred between the end of the financial year of the
company to which the financial statements relate and the date of this
report.

13. RISK MANAGEMENT POLICY.

The company has constituted Risk Management Committee and the policy is
disclosed on the website of the company www. availablefinance. in.

14. EVALUATION OF BOARD

The performance of the Board, its committee and individual directors
are evaluated by no. of meeting held, time spent in each meeting
deliberating the issues, quality of information/data provided to the
member, the time given to them to study the details before each
meeting, quality of deliberation in each meeting, contribution of each
director, the details of decision taken and measures adopted in
implementing the decision and feed back to the Board.

15. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the
provisions of section 177 of Companies Act, 2013 and other provisions
of the Companies Act, 2013 and Clause 49 of the Listing Agreement with
the stock exchanges.

(a) Nomination and Remuneration Committee,

(b) Audit Committee

(c) Stakeholders' Relationship Committee,

(d) Risk Management Committee;

The details of the composition of the audit committee and other
committees and their respective terms of reference are included in the
corporate Governance report forming part of this annual report. The
Audit Committee and other Board Committees meet at regular intervals
and ensure to perform the duties and functions as entrusted upon them
by the board.

16. DEPOSITS

The Company is a non-deposit taking category-B NBFC Company and it has
neither invited nor accepted any deposits or any public deposits during
the year within the meaning of under Section 73 of

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 22nd Annual Report
together with the audited financial results for the period ended on
31st March, 2014.

FINANCIAL RESULTS Rs. in Lakhs

Particulars 2013-14 2012-13

Income 150.79 180.27

Profit Before Taxation 38.69 72.04

Less: Provision for Tax 11.19 22.00

Less: Income Tax Earlier Year -00.61 ---

Less: Provision for Deferred Income Tax 0.05 0.31

Profit for the year 28.06 49.73

EPS 0.27 0.49

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DIRECTORS

As per the provision the Companies Act, 2013 and Articles of
Association of the Company, Mr. Sudama Tiwari, the Director of the
Company retires by Rotation and being eligible, offer himself for
reappointment.

As per the requirement of Provision of the section, 149 of the
Companies Act, 2013, Mrs. Neelam Sharma is appointed as an additional
Director w.e.f. 24th July, 2014 to hold the office of the Director till
the date of the forthcoming annual general meeting and with the
approval of the members of the company at forthcoming annual general
meeting granted for appointment of Mrs. Neelam Sharma, as Non Executive
Director of the Company for a period of 2 years w.e.f. 24th July, 2014.

As per the Provision of the section, 149 of the Companies Act, 2013,
your Directors are seeking appointment of Mr. Y.N. Shukla and Mr.
Sudama Tiwari as independent Directors for five consecutive years for a
term upto 31st March, 2019.

Except the above there is no change in the board of directors of the
company.

DEPOSITS

The company has neither invited nor accepted any deposits during the
year and also complied with the requirements of Non-Banking Financial
Companies, Reserve Bank directives and the rules made there under.

The disclosures as required under Non-Banking Financial Companies
Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the
balance sheet.

AUDITORS & AUDITORS'' REPORT

The Auditor''s Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Jain Doshi & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting and being
eligible and offer themselves for reappointment are recommended for
reappointment

Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars as required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve
Bank of India from time to time.

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that: (i) In the preparation of
annual accounts, the accounting standards issued by the Institute of
Chartered Accountants of India and the requirements of the Companies
Act, 1956, to the extent applicable to the company.

(ii) The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2013-14 and of the
profit of the company for that period.

(iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

(iv) The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

The directors have pleasure in presenting the 21st Annual Report
together with the audited financial results for the period ended on
31st March, 2013.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2013 31.03.2012

Income 180.27 158.34

Profit Before Taxation 72.04 52.38

Less: Provision for Tax 22.00 14.44

Less: Income Tax Earlier Year

Less: Provision for Deferred
Income Tax 0.31 0.63

Profit fortheyear 49.73 37.31

EPS 0.49 0.37

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the
year and also complied with the requirements of Non- Banking Financial
Companies, Reserve Bank directives and the rules made there under.

The disclosures as required under Non-Banking Financial Companies
Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the
balance sheet.

AUDITORS & AUDITORS REPORT

The Auditor''s Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Jain Doshi & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting and being
eligible and offer themselves for reappointment are recommended for
reappointment CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of
particulars in the report of Directors) Rules, 1988 on conservation of
energy and technology absorption are NIL, being the company is a
finance and investment company.

STOCKEXCHANGES

The company is listed with the Bombay Stock Exchange Ltd., Mumbai
PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars as required by provision of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amendedis furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve
Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and
being eligible and offers himself for re-appointment. DIRECTOR''S
RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Account of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year 2012-2013 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions o the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detacting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGMENTS

YourDirectors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 27/0512013 Ajay Mittal

Chairman

Mar 31, 2012

The directors have pleasure in presenting the 20th Annual Report
together with the audited financial results for the period ended on
31st March, 2012.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2012 31.03.2011

Income 158.34 76.60

Profit Before Taxation 52.38 45.87

Less: Provision for Tax 14.44 12.92

Less: Income Tax Earlier Year - (1.35)

Less: Provision for Deferred Income Tax 0.63 0.72

Profit for the year 37.31 33.59

EPS 0.39 0.36

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the
year and also complied with the requirements of Non Banking Financial
Companies, Reserve Bank directives and the rules made there under.

The disclosures as required under Non-Banking Financial Companies
Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the
balance sheet

AUDITORS & AUDITORS' REPORT

The Auditor's Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Jain Doshi & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting and being
eligible and offer themselves for reappointment are recommended for
reappointment CONSERVATION OF ENERGY. TECHONOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of
particulars in the report of Directors) Rules, 1988 on conservation of
energy and technology absorption are NIL, being the company is a
finance and investment company.

STOCKEXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai
PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars as required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve
Bank of India from time to time.

DIRECTORS

During the year Mr. Rajendra Sharma is retiring director by rotation
and being eligible and offers himself for re-appointment. DIRCTOR'S
RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2011 -12 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 24/08/2012 Ajay Mittal

Chairman

Mar 31, 2010

The directors have pleasure in presenting the 18th Annual Report
together with the audited financial results for the period ended on 31
st March, 2010.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2010 31.03.2009

Income 53.57 59.06

Profit/(-)Loss Before Taxation 46.75 47.48

Provision for Tax 14.90 10.93

Profit for the year 30.04 36.54

EPS 0.32 0.39

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year. DEPOSITS

The company has neither invited nor accepted any deposits during the
year and also complied with the requirements of Non-Banking Financial
Companies, Reserve Bank directives and the rules made there under.

The Auditors Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Rakesh

Narendra Kumar & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting and being
eligible and offer themselves for reappointment are recommended for
reappointment

Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars as required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve
Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and
being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2009-10 and of the
profit of the company for that period.

3. The directors have taken proper and j sufficient care for the
maintenance of adequate accounting records in accordance with the |
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express then- appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board of Directors

Sd/-

Place: Mumbai Mahesh Garg

Date: 06th July 2010 Chairman

Mar 31, 2004

The directors have pleasure in presenting the 12th Annual Report
together with the audited Financial results for the period ended on
31st March, 2004.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2004 31.03.2003

Income from Operation 28.17 75.06

Profit/(-)Loss Before Taxation 17.65 66.20

Provision for Tax 7.98 10.50

Profit for the year 9.67 55.70

Net Profit /(-) Loss 9.67 55.70

EPS 0.10 0.60

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder during the
year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual General
Meeting and being eligible and offer themselves for reappointment are
recommended for reappointment

Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange and The
Stock Exchange, Mumbai.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

DIRECTORS

During the year Mr. Rajendra Sharma, Director is retiring director by
rotation and being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2003-04 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg
Director

Place: Mumbai
Date : 28th June 2004

Mar 31, 2003

Your directors have pleasure in presenting the 11th Annual Report
together with the audited Financial results for the period ended on
31st March, 2003.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2003 31.03.2002

Sales & Other Income 150.15 24.52

Profit/(-)Loss Before Taxation 66.20 14.52

Provision for Tax 10.50 1.11

Profit for the year 55.70 13.41

Prior Years Adjustments (Net) - 0.07

Net Profit/(-) Loss 55.70 13.34

EPS 0.60 0.21

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder during the
year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual General
Meeting and being eligible and offer themselves for reappointment are
recommended for reappointment

Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock
Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by
rotation and being eligible and offers himself for re-appointment.Mr.
A.R.Sahu resigned from the Board and in place Mr. Sudama Tiwari
appointed as an ordinary director. Except this there is no other change
in the constitution of Board of Directors of the Company.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2002-03 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg
Director

Place: Mumbai
Date: 19 August 2003

Mar 31, 2002

The directors have pleasure in presenting the 10th Annual Report
together with the audited Financial results for the period ended on
31st March, 2002.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2002 31.03.2001

Sales & Other Income 23.29 44.49

Profit/(-)Loss Before Taxation 14.52 21.73

Provision for Tax 1.11 1.84

Profit for the year 13.41 19.89

Prior Years Adjustments (Net) 0.07 0.41

Net Profit/(-) Loss 13.34 19.48

DIVIDEND

In the absence of adequate profits the directors regret their inability
to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder during the
year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is
self-explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual General
Meeting and being eligible and offer themselves for reappointment are
recommended for reappointment

Particulars under Companies (Disclosure of particulars in the report of
Directors)Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock
Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed ,as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There was no foreign exchange earning and out
go during the year.

DIRECTORS

During the year Mr.Mahesh Garg, Director is retiring director by
rotation and being eligible and offer himself for re-appointment.

Mr. Rajendra Sharma appointed as additional director and being eligible
and offer himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act. 1956 , your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2001-02 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anand Roop Sahu
Director

Place: Indore
Date : 12.08.2002

Mar 31, 2001

The directors have pleasure in presenting the 9th Annual Report
together with the audited Financial results for the period ended on
31st March, 2001.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2001 31.03.2000

Sales & Other Income 44.49 81.83

Profit/(-)Loss Before Taxation 21.73 (-) 1.50

Provision for Tax 1.84 0.98

Profit for the year 19.89 0.52

Prior Years Adjustments 0.41 0.96

Net Profit /(-) Loss 19.48 (-) 0.44

DIVIDEND

Your directors regret their inability to recommend any dividend for the
year considering inadequate profit during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder during the
year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual General
Meeting and being eligible and offer themselves for reappointment are
recommended for reappointment.

Particulars under Companies (Disclosure of particulars in the report of
Directors)Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock
Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed ,as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There were no foreign exchange earning and out
go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by
rotation and being eligible and offer himself for re-appointment.

CORPORATE GOVERNANCE

In term of listing agreement with stock exchanges, the company is
required to comply with the corporate Governance provisions by
2001-2002. The company has already taken steps towards complying with
the requirements.

AUDIT COMMITTEE

The Board constituted an audit committee as required U/s.292A of the
Companies Act, 1956. Mr. Mahesh Garg, Mr. A.R. Sahu and Y.P. Shukla ,
Directors of the company, have been appointed as the members of the
Audit Committee.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards
issued by the Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.

2. The directors have selected such accounting polices and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company at the end of the financial year 2000-01 and of the
profit of the company for that period.

3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.

4. The directors have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anandroop Sahu
Director.

Place : Indore
Date : 24.08.2001

Mar 31, 2000

The directors have pleasure in presenting the 8th Annual Report
together with the audited Financial results for the period ended on
31st March, 2000.

FINANCIAL PERFORMANCE

Particulars 31.03.2000 31.03.1999

Sales & Other Income 81.83 83.96

Loss Before Taxtion - 1.50 - 53.85

Provision for Tax 0.98 0.00

Profit for the year 0.52 - 53.85

Prior Years Adjustments (Net) 0.96 0.00

Net Loss - 0.44 - 53.85

DIVIDEND

Your directors regret their inability to recommend any dividend for the
year considering loss during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder during the
year under rivew.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual General
Meeting and are recommended for reappointment.

Particulars under Companies (Discloser of particulars in the report of
Directors)Rules, 1988 on conservation of energy and technology
absorption are NIL, being the company is a finance and investment
company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock
Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit
prescribed,as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B
of the Particulars required to be furnished under the companies
(disclosure of particulars in the report of Board of Directors) Rules,
1988 are not applicable. There were no foreign exchange earning and
out go during the year.

DIRECTORS AND CHANGE IN MANAGEMENT

During the year Management of the company have been changed under SEBI
(Substential acquitation of shares &
Takeover)Regulations,1997.According]y, Mr. Narendra Kumar Gangwal,
Managing Director Mrs. Chandrikdevi Gangwal, Director resigned from the
Board and New Management consisting of Mr. Mahesh Garg and Y.P. Shukala
have been appointed.

Your company wishes to place on record its sincere appreciation and
thanks to retiring Directors for their valuable contribution during
their term in office.

Mr. Anand Roop Sahu is a retiring director by rotation and being offer
himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.